Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.



On May 25, 2022, GoHealth, Inc. (the "Company") received written notice (the
"Notice") from the Listing Qualifications Department of The Nasdaq Stock Market
("Nasdaq") notifying the Company that, based on the closing bid price of the
Company's Class A common stock, par value $0.0001 per share (the "Common
Stock"), for the last 30 consecutive business days, the Company no longer
complies with the minimum bid price requirement for continued listing on The
Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities
to maintain a minimum bid price of $1.00 per share (the "Minimum Bid Price
Requirement"), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to
meet the Minimum Bid Price Requirement exists if the deficiency continues for a
period of 30 consecutive business days.

The Notice has no immediate effect on the listing of the Company's Common Stock
on Nasdaq. Pursuant to the Nasdaq Listing Rules, the Company has been provided
an initial compliance period of 180 calendar days to regain compliance with the
Minimum Bid Price Requirement. To regain compliance, the closing bid price of
the Company's Common Stock must be at least $1.00 per share for a minimum of 10
consecutive business days prior to November 21, 2022.

If the Company does not regain compliance by November 21, 2022, the Company may
be eligible for an additional 180 calendar day compliance period. If the Company
does not regain compliance within the compliance period(s), including any
extensions that may be granted by Nasdaq, Nasdaq will provide notice that the
Company's Common Stock will be subject to delisting.

The Company intends to monitor the closing bid price of the Company's Common
Stock and consider its available options to resolve the noncompliance with the
Minimum Bid Price Requirement, including, subject to approval of the Company's
board of directors (the "Board") and stockholders, implementing a reverse stock
split. There can be no assurance that a reverse stock split would be approved or
would result in a sustained higher stock price that would allow the Company to
meet the Minimum Bid Price Requirement.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On May 25, 2022, the Board of the Company appointed David Fisher as a Class I
director to fill the vacancy created by Helene D. Gayle, who resigned from the
Board, in each case effective as of May 25, 2022. Ms. Gayle's resignation was
not related to any disagreement with the Company on any matter relating to its
operations, policies or practices.

Mr. Fisher will serve with a term expiring at the Company's annual meeting of
stockholders to be held in 2024, and until his successor is duly elected and
qualified or his earlier death, disqualification, resignation or removal. In
addition, Mr. Fisher was appointed to the Audit Committee of the Board and will
serve as its chair, effective immediately. Mr. Fisher's position on the Audit
Committee will result in three independent directors serving on such committee
in accordance with NASDAQ requirements. Mr. Fisher was appointed to the Board as
the "independent" designee of NVX Holdings, Inc. pursuant to the terms of the
Stockholders Agreement dated July 15, 2020, by and among the Company and the
persons and entities listed on the schedules attached thereto. As a non-employee
director and pursuant to the Company's Non-Employee Director Compensation
Policy, Mr. Fisher will receive an annual retainer of $150,000 for service on
the Board, and an annual award of restricted stock units that have an aggregate
fair value on the date of grant of $250,000, which shall vest and become
exercisable in four equal installments on the first four quarterly anniversaries
of the date of grant, subject to Mr. Fisher's continued service on the Board
through the applicable vesting date. In connection with his appointment, the
Company and Mr. Fisher have entered into the Company's standard indemnification
agreement for directors. There are no transactions between the Company and Mr.
Fisher that would be required to be reported under Item 404(a) of Regulation
S-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.



On May 25, 2022, the Company held its 2022 Annual Meeting of Stockholders (the
"Annual Meeting"). A total of 273,014,829 shares of the Company's Class A and
Class B common stock (collectively, "Common Stock") were present in person or
represented by proxy at the Annual Meeting, representing approximately 86%
percent of the Company's outstanding Common Stock as of the March 30, 2022
record date. The following are the voting results for the proposals considered
and voted upon at the Annual Meeting, each of which was described in the
Company's Definitive Proxy Statement filed with the Securities and Exchange
Commission on April 13, 2022.

Item 1 - Election of three Class II directors for a term of office expiring on the date of the annual meeting of stockholders to be held in 2025 and until their respective successors have been duly elected and qualified.



                  Votes FOR     Votes WITHHELD    Broker Non-Votes
Brandon Cruz      222,041,640   21,288,684        29,684,505
Joseph Flanagan   230,198,977   13,131,347        29,684,505
Miriam Tawil      229,775,359   13,554,965        29,684,505



Item 2 - Ratification of the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for the year ending December 31,
2022.


--------------------------------------------------------------------------------


Votes FOR     Votes AGAINST     Votes ABSTAINED   Broker Non-Votes
271,895,457   914,993           204,379                              0



Item 3 - Approval, on an advisory (non-binding) basis, of the frequency of
future advisory votes on the compensation of the Company's named executive
officers.

Votes for 1 YEAR             Votes for 2 YEARS            Votes for 3 YEARS            Votes ABSTAINED            Broker Non-Votes
243,086,651                  94,469                       40,738                       108,466                    29,684,505



Item 4 - Approval of the amendment to the Company's 2020 Incentive Award Plan.

Votes FOR     Votes AGAINST     Votes ABSTAINED   Broker Non-Votes
218,789,809   24,379,119        161,396           29,684,505



Based on the foregoing votes, Brandon Cruz, Joseph Flanagan, and Miriam Tawil
were elected as Class II directors, Items 2 and 4 were approved, and the
Company's stockholders recommended that future stockholder advisory votes on the
compensation of the Company's named executive officers be held every year. Based
on the foregoing voting results and consistent with the Board of Directors'
recommendation, the Board of Directors has determined to hold an advisory vote
on the compensation of the Company's named executive officers every year until
the next advisory vote regarding the frequency of future advisory votes on the
compensation of the Company's named executive officers is submitted to the
stockholders or the Board of Directors otherwise determines that a different
frequency for such advisory votes is in the best interests of the Company.

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